EXHIBIT 10.1


 


EXECUTION COPY


 


STOCK REPURCHASE AGREEMENT


 


THIS STOCK REPURCHASE AGREEMENT
(this “Agreement”) is made as of July 1, 2008, between TESSCO Technologies
Incorporated, a Delaware corporation (the “Buyer”), and Brightpoint, Inc.,
an Indiana corporation (the “Seller”).


 


WHEREAS, the Seller is the
record and beneficial holder of 470,000 shares of common stock, par value $0.01
per share (“Common Stock”), of the Buyer (the “Shares”); and


 


WHEREAS, the Buyer desires to
purchase the Shares from the Seller and the Seller desires to sell the Shares
to the Buyer;


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual agreements set forth herein, the
Buyer and the Seller hereby agree as follows:


 


ARTICLE I

PURCHASE AND SALE OF SHARES; CONSIDERATION


 


1.1                                 Purchase
and Sale of Shares.


 


(a)                                  Upon
the terms and subject to the conditions of this Agreement, on the Closing Date
the Seller shall sell, transfer, assign, convey and deliver to the Buyer, and
the Buyer shall purchase from the Seller, the Shares, free and clear of all
Encumbrances.


 


(b)                                 For
purposes of this Agreement, “Encumbrances” shall mean all liens, claims,
charges, assessments, options, security interests, proxies, agreements to vote
and other legal and equitable encumbrances.


 


1.2                                 Consideration.   In consideration for the Shares, the Buyer
will pay to the Seller $6,410,800.


 


ARTICLE II

CLOSING


 


2.1                                 Closing
Date.  The purchase and sale of the
Shares (the “Closing”) shall take place on July 1, 2008 at the offices of the
Buyer at 11126 McCormick Road, Hunt Valley, Maryland 21031-1494 or at such
other location or locations as the Buyer and the Seller may agree.  The time and date on which the Closing is
actually held is referred to herein as the “Closing Date.”


 


2.2                                 Delivery
of Shares and Consideration.  At the
Closing, the Seller agrees that it shall take all necessary actions and make
all necessary arrangements to transfer the Shares to the Company directly, or
to or through a designated agent of the Company, so that the transfer of the
Shares to the Company is properly reflected on the books and records of the
Company.  At the Closing, the Buyer shall
pay to the Seller the cash amount set forth in Section 1.2, by wire
transfer of immediately available funds to an account designated by Seller.


 

















 


ARTICLE III


REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF
THE PARTIES


 


3.1                                 Representations,
Warranties and Agreements of the Seller.


 


(a)                                  Authority
of Seller.  The Seller has the
requisite corporate power and authority to execute, deliver and perform this
Agreement.  This Agreement has been duly
authorized, executed and delivered by Seller and is the legal, valid and
binding obligation of the Seller enforceable in accordance with its terms.


 


(b)                                 No
Conflict.  Neither the execution and
delivery of this Agreement or the consummation of any of the transactions
contemplated hereby nor compliance with or fulfillment of the terms, conditions
and provisions hereof will conflict with, result in a breach of the terms,
conditions or provisions of, or constitute a default, an event of default or an
event creating rights of acceleration, termination or cancellation or a loss of
rights under, or result in the creation or imposition of any Encumbrance upon
any of the Shares, under (A) the restated articles of incorporation or
amended and restated bylaws of the Seller, (B) any material note,
instrument, agreement, mortgage, lease, license, franchise, permit or other
authorization, right, restriction or obligation to which the Seller is a party
or the Shares are subject or by which the Seller is bound, (C) any court
order to which the Seller is a party or any of the Shares are subject or by
which the Seller is bound, or (D) any requirements of laws, rules or
regulations affecting the Seller or the Shares or otherwise applicable to the
transactions contemplated by this Agreement.


 


(c)                                  Title
to Shares.  The Seller represents and
warrants to the Buyer that the Seller is the sole record and beneficial owner
of the Shares, free and clear of all Encumbrances, and that the delivery and/or
release, as applicable, of the Shares to the Buyer pursuant to this Agreement
will transfer and convey good and valid title thereto to the Buyer, free and
clear of all Encumbrances.  The Seller
represents and warrants to the Buyer that the Shares constitute all of the
equity interests of the Buyer owned by the Seller.


 


(d)                                 Economic
Risk; Sophistication. (i) The Seller represents and warrants that it
has such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of the proposed sale of the Shares
to the Buyer and that it has made an independent decision to sell the Shares to
Buyer based on the Seller’s knowledge about the Buyer and its business and
other information available to the Seller, which it has determined is adequate
for that purpose.  The Seller represents
and warrants that it (A) has not received or relied upon any information
(in any form, whether written or oral) furnished by Buyer or on behalf of the
Buyer in making that decision, or (B) requested any such information from
the Buyer which the Buyer has not furnished to the Seller.


 


(ii)                             The Seller represents,
warrants, acknowledges and agrees that the Buyer and its affiliates, officers
and directors, may possess material non-public information not known to the
Seller regarding or relating to the Buyer, including, but not limited to,
information concerning the business, financial condition, results of
operations, prospects or restructuring plans of the Buyer, and the Seller
represents, warrants, acknowledges and agrees that the Seller has not received
or 


 


2

















 


requested any such information, including any information with respect
to Buyer’s fiscal quarter ended June 29, 2008, and agrees that neither the
Buyer nor its affiliates, officers or directors shall have any liability
whatsoever with respect to the nondisclosure of any such material non-public
information, whether before or after the date of this Agreement.


 


(e)                                  Value
of the Shares.  The Seller
acknowledges and confirms that it is aware that the closing sale price of the
Common Stock (the “Stock Price”) has fluctuated since the Seller purchased the
Shares and is likely to continue to fluctuate after the date of this Agreement,
including possible material increases to such Stock Price. The Seller further
acknowledges and confirms that it is aware that future changes and developments
in (A) the Buyer’s business and financial condition and operating results,
(B) the industries in which the Buyer competes and (C) overall market
and economic conditions, may have a favorable impact on the value of the Common
Stock after the sale by the Seller of the Shares to the Buyer pursuant to terms
of this Agreement.


 


(f)                                    The
Seller represents and warrants that it is not relying on any representation or
warranty by the Buyer in connection with the transactions contemplated by this
Agreement except as expressly set forth in this Agreement.


 


3.2                                 Representations,
Warranties and Agreements of the Buyer.


 


(a)                                  Authority
of Buyer.  The Buyer has the
requisite corporate power and authority to execute, deliver and perform this
Agreement.  This Agreement has been duly
authorized, executed and delivered by the Buyer and is the legal, valid and
binding obligation of the Buyer enforceable in accordance with its terms.


 


(b)                                 No
Conflict.  Neither the execution and
delivery of this Agreement or the consummation of any of the transactions
contemplated hereby nor compliance with or fulfillment of the terms, conditions
and provisions hereof will conflict with, result in a breach of the terms,
conditions or provisions of, or constitute a default, an event of default or an
event creating rights of acceleration, termination or cancellation or a loss of
rights under (A) the certificate of incorporation or by-laws of the Buyer,
(B) any material note, instrument, agreement, mortgage, lease, license,
franchise, permit or other authorization, right, restriction or obligation to
which the Buyer is a party or by which the Buyer is bound, (C) any court
order to which the Buyer is a party or by which the Buyer is bound, or (D) any
requirements of laws, rules or regulations affecting the Buyer or
otherwise applicable to the transactions contemplated by this Agreement.


 


ARTICLE IV

COVENANTS OF THE PARTIES


 


4.1                                 No
Proxy and Voting of the Shares. (a) The Seller covenants and agrees
that it shall not grant to any Person any proxy with respect to any of the
Shares (other than to a designated representative of the Buyer pursuant to a
proxy statement of the Buyer). The Seller further covenants and agrees that it
shall cause all of the Shares for which it has the right to vote as of the
record date for any meeting of stockholders of Buyer to be present for quorum 


 


3

















 


purposes and
to be voted at any such meeting or at any adjournments or postponements
thereof, (x) in favor of each director nominated and recommended by the
Board of Directors of Buyer (the “Board”) for election at any such meeting and (y) in
accordance with the recommendation of the Board for each other matter that is
subject to a vote of the stockholders at any such meeting.


 


(b)                                 In
furtherance of the foregoing, the Seller has executed, dated and delivered to
the Buyer a completed proxy (the “Proxy”) for the Buyer’s Annual Meeting of
Stockholders to be held on July 24, 2008 (the “Annual Meeting”), which
Proxy has been voted (x) in favor of each director nominated and
recommended by the Board for election at the Annual Meeting and (y) in accordance
with the recommendation of the Board for each other matter that is subject to a
vote of the stockholders at the Annual Meeting. 
Seller further covenants and agrees that (i) it shall not revoke
the Proxy without the Buyer’s consent and (ii) if requested by the Buyer,
it shall grant a new proxy to the Buyer in favor of each director nominated and
recommended by the Board for election and in accordance with the recommendation
of the Board for each other matter that is subject to a vote of the stockholders,
in each case in connection with any new solicitation of proxies by the Buyer in
connection with the Annual Meeting or any adjournments or postponements
thereof.


 


(c)                                  Prior
to filing any materials or documents with any Person in connection with the transactions
contemplated by this Agreement, each of the Seller and the Buyer agrees that it
shall use its respective reasonable efforts to afford the other party a
reasonable opportunity to review and comment on such materials or documents.


 


4.2                                 Agreement
of the Seller.  The Seller agrees
that for a period of one year from the date of this Agreement, the Seller will
not, and shall cause its Affiliates not to (and the Seller and its Affiliates
will not assist or form a group within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), act in
concert or participate with or encourage other Persons to), directly or
indirectly, acquire or offer to acquire, seek, propose or agree to acquire, by
means of a purchase, tender or exchange offer, business combination or in any
other manner, beneficial ownership (as defined in Rule 13d-3 under the
Exchange Act), of any of the assets, businesses or securities of the Buyer or
any of its Affiliates, including rights or options to acquire such ownership
(including from any third Person).


 


4.3                                 Mutual
Releases.  (a) The Seller, and
anyone claiming through it or on its behalf, as the case may be, agrees to
irrevocably and unconditionally release, waive and forever discharge the Buyer
and its respective Affiliates (as hereinafter defined), officers, directors,
stockholders and employees and past, present or future Affiliated Persons (as
hereinafter defined) from, and covenants not to sue the Buyer Released Parties
(as hereinafter defined) with respect to, any and all actions, causes of
action, claims, demands, rights, remedies, expenses and liabilities of whatever
kind or character, at law or in equity, whether now known or unknown, that such
Seller now has, has ever had, or may ever have against any of the Buyer
Released Parties with respect to the Buyer, specifically arising from or specifically
related to the purchase by the Buyer of the Shares from the Seller as
contemplated by the terms of this Agreement.


 


4

















 


(b)                                 The
Buyer, and anyone claiming through it or on its behalf, as the case may be,
agrees to irrevocably and unconditionally release, waive and forever discharge
the Seller and its respective Affiliates, officers, directors, partners and
employees and past, present or future Affiliated Persons from, and covenants
not to sue the Seller Released Parties (as hereinafter defined) with respect
to, any and all actions, causes of action, claims, demands, rights, remedies,
expenses and liabilities of whatever kind or character, at law or in equity,
whether now known or unknown, that such Seller now has, has ever had, or may
ever have against any of the Seller Released Parties with respect to the
Seller, specifically arising from or specifically related to the sale by the
Seller of the Shares to the Buyer as contemplated by the terms of this
Agreement.


 


4.4                                 Definitions.  As used in this Article IV, the
terms set forth below shall be defined as follows:


 


(a)                                  “Affiliated
Persons” shall mean such entity’s directors, partners, members, officers,
managers, shareholders, principals, administrators, other management personnel,
employees or similar persons; provided, that “Affiliated Persons” shall only
include individuals and not legal entities.


 


(b)                                 “Affiliates”
shall mean an entity or other business organization that directly or
indirectly, controls, is controlled by or is under common control with Buyer,
as the case may be.


 


(c)                                  “Buyer
Released Parties” shall mean the Buyer and its Affiliates and Affiliated
Persons.


 


(d)                                 “Governmental
Authority” shall mean any court, government (federal, state, local or foreign),
department, commission, board, bureau, agency, official or other regulatory,
administrative or governmental body.


 


(e)                                  “Person”
shall mean any individual, corporation, partnership, joint venture, limited
liability company, association, joint-stock company, trust, unincorporated
organization or Governmental Authority.


 


(f)                                    “Seller
Released Parties” shall mean the Seller and its Affiliates and Affiliated
Persons.


 


ARTICLE V

MISCELLANEOUS


 


5.1                                 Confidentiality.  The Seller agrees that it will treat in
confidence all documents, materials and other information which it  shall have obtained in regards to this Agreement and the
transactions being effected hereby (whether obtained before or after the date
of this Agreement).  Except as required
by law (including applicable federal securities laws), the Seller agrees that
it shall not disclose the terms or the nature of this Agreement or the transactions
or 


 


5

















 


consents being
effected hereby.  Seller acknowledges
that Buyer may disclose the terms or nature of this Agreement or the
transaction or consents being effected hereby.


 


5.2                                 Successors
and Assigns.  This Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto, their
legal representatives, heirs, executors, administrators, successors, assigns
and transferees.


 


5.3                                 Governing
Law.   This Agreement shall be
governed by and construed in accordance with the internal laws (as opposed to
the conflicts of law provisions) of the State of Delaware.


 


5.4                                 Counterparts.  This Agreement may be executed in two
counterparts, each of which shall be deemed to be an original, but both of
which together shall constitute one and the same instrument; and shall become
binding when both counterparts have been signed by the parties hereto and
delivered to both of the parties hereto.


 


5.5                                 Amendment.  This Agreement may not be amended, modified or
supplemented except by a writing signed by an authorized representative of each
of the parties hereto.


 


5.6                                 Entire
Agreement.  This Agreement
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof.


 


5.7                                 Specific
Performance.  The parties hereto
acknowledge and agree that irreparable damage would occur if any of the
provisions of this Agreement were not performed in accordance with their specific
terms or were otherwise breached. 
Accordingly, each of the Seller and the Buyer agrees that, in the event
of any breach of the provisions of this Agreement by such party, the
non-breaching party, without prejudice to any rights to judicial relief it may
otherwise have, shall be entitled to seek equitable relief, including
injunction, and to enforce specifically the terms and provisions of this
Agreement in any court of the United States of America or any state having
jurisdiction.  Each of the parties hereto
(to the extent such party is the breaching party) further agrees that it will
not oppose the granting of such relief on the basis that the non-breaching
party has an adequate remedy at law.


 


5.8                                 Severability.  Wherever possible, each provision hereof
shall be interpreted in such manner as to be effective and valid under
applicable law, but in case any one or more of the provisions contained herein
shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such provision shall be ineffective in the jurisdiction involved to
the extent, but only to the extent, of such invalidity, illegality or
unenforceability without invalidating the remainder of such invalid, illegal or
unenforceable provision or provisions or any other provisions hereof, unless
such a construction would be unreasonable.


 


5.9                                 Third
Parties.  Without limitation of the
provisions of Section 4.3, nothing contained in this Agreement or
in any instrument or document executed by any party in connection with the transactions
contemplated hereby shall create any rights in, or be deemed to have been
executed for the benefit of, any person or entity that is not a party hereto or
a successor or permitted assign of such a party.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


6

















 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed as of the day and year first
above written.


 


	
   

  	
  TESSCO
  TECHNOLOGIES INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ David M.
  Young

  
	
   

  	
   

  	
  Name:  David
  M. Young

  
	
   

  	
   

  	
  Title:  SVP,
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  BRIGHTPOINT,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Robert
  J. Laikin

  
	
   

  	
   

  	
  Name:  Robert
  J. Laikin

  
	
   

  	
   

  	
  Title:  Chairman of the Board and
  Chief

  Executive Officer

  



 


7